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28 Feb 2020 10:30
Appendix 4E
Wameja Limited
(formely eServGlobal Limited)
ABN 59 052 947 743
Preliminary Final Report
for the year ended 31 December 2019
1. Reporting Period
Current reporting period: Financial year ended 31 December 2019 (12 months)
Previous reporting period: Financial year ended 31 December 2018 (12 months)
2. Results for announcement to the market
Results | A$ '000
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Loss after tax | Down | 33 % | to | (13,185) | |||
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Loss after tax attributable to members | Down | 33 % | to | (13,185) | |||
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Dividends (distributions) | Amount per security | Franked amount per security | |||||
Current period Interim dividend Final dividend
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Nil ¢ Nil ¢ |
0% 0%
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Previous corresponding period Interim dividend Final dividend
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Nil ¢ Nil ¢
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0% 0% | |||||
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Record date for determining entitlements to the dividend. | N/A | ||||||
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Brief explanation of the figures above
The net result of the consolidated entity for the year to 31 December 2019 was a loss after tax and minority interest for the year of $13.2 million, which comprised a loss from continued operations amounting to $10.6 million and a loss from discontinued operations amounting to $2.6 million (2018 year: loss after tax and minority interest of $19.7 million). The discontinued operations represent the Group's core business, eServGlobal SAS and its controlled entities which was disposed on 25 July 2019.
Total cash flow for the year was a net outflow of $16.5 million (2018 year: net inflow of $16.0 million). Cash at 31 December 2019 was $11.6 million.
Subsequent Events
There has not been any matter or circumstance that has arisen since the end of the financial year that has significantly affected, or may significantly affect, the operations of the Group, the results of those operations, or the of the Group in future financial years. |
3. Consolidated statement of profit or loss and other comprehensive income
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| Year Ended31 Dec 2019 | Year Ended31 Dec 2018 |
| Note | $`000 | $`000 |
Continuing operations |
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Interest income |
| 70 | - |
Foreign exchange gain/(loss) |
| 157 |
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Administration expenses |
| (2,784) | (3,361) |
Restructure and transaction related costs |
| (1,412) | - |
Share of profit / (loss) of associate |
| (6,596) | (6,232) |
Loss before tax |
| (10,565) | (9,593) |
Income tax expense |
| - | - |
Loss for the year from continuing operations |
| (10,565) | (9,593) |
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Discontinued operations |
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Loss for the year from discontinued operations | 7 | (2,620) | (10,154) |
Loss for the year |
| (13,185) | (19,747) |
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Other comprehensive income (loss), net of tax |
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Items that may be reclassified subsequently to profit or loss: |
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Exchange differences arising on the translation of foreign operations (nil tax impact) |
| (139) | 6,308 |
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Items that have been reclassified to profit or loss: |
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Transfer from foreign exchange reserve on disposal of subsidiary |
| (891) | - |
Total comprehensive income/(loss) for the year |
| (14,215) | (13,439) |
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Equity holders of the parent |
| (13,185) | (19,863) |
Non-controlling interest |
| - | 116 |
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| (13,185) | (19,747) |
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Total comprehensive loss attributable to: |
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Equity holders of the parent |
| (14,215) | (13,555) |
Non-controlling interest |
| - | 116 |
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| (14,215) | (13,439) |
Loss per share: |
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From continuing and discontinued operations |
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Basic (cents per share) |
| (1.09) | (0.06) |
Diluted (cents per share) |
| (1.09) | (0.06) |
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From continuing operations |
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Basic (cents per share) |
| (0.87) | (0.06) |
Diluted (cents per share) |
| (0.87) | (0.06) |
4. Consolidated statement of financial position
| Note | As at31 Dec 2019 | As at31 Dec 2018 |
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| $`000 | $`000 |
Current Assets |
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Cash and cash equivalents |
| 11,636 | 27,451 |
Trade receivables and contract assets |
| - | 4,159 |
Inventories |
| - | 28 |
Current tax assets |
| - | 37 |
Other current assets |
| - | 973 |
Other financial assets | 9 | 4,239 | - |
Total Current Assets |
| 15,876 | 32,648 |
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Non-Current Assets |
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Investment in associate | 8 | 25,462 | 25,791 |
Property, plant and equipment |
| - | 257 |
Deferred tax assets |
| - | 673 |
Intangible assets |
| - | 3,294 |
Total Non-Current Assets |
| 25,462 | 30,015 |
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Total Assets |
| 41,337 | 62,663 |
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Current Liabilities |
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Trade and other payables |
| 271 | 4,085 |
Current tax payables |
| - | 1,046 |
Provisions |
| - | 1,112 |
Contract liabilities |
| - | 595 |
Total Current Liabilities |
| 271 | 6,838 |
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Non-Current Liabilities |
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Provisions |
| - | 717 |
Total Non-Current Liabilities |
| - | 717 |
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Total Liabilities |
| 271 | 7,555 |
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Net Assets |
| 41,067 | 55,108 |
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Equity |
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Issued capital |
| 212,326 | 212,326 |
Reserves |
| 4,922 | 5,653 |
Accumulated losses |
| (176,181) | (162,991) |
Equity attributable to owners of the parent |
| 41,067 | 54,988 |
Non-controlling interest |
| - | 120 |
Total Equity |
| 41,067 | 55,108 |
5. Consolidated statement of changes in equity
| Issued Capital | Foreign Currency Translation Reserve | Equity-settled benefits Reserve | Accumulated Losses | Attributable to owners of the parent | Non controlling Interest | Total |
| $`000 | $`000 | $`000 | $`000 | $`000 | $`000 | $`000 |
Balance at 1 January 2019 | 212,326 | 1,905 | 3,752 | (162,995) | 54,988 | 120 | 55,108 |
Loss for the year | - | - | - | (13,185) | (13,185) | - | (13,185) |
Exchange differences arising on translation of foreign operations | - | (139) | - | - | (139) | - | (139) |
Transfer from foreign exchange reserve on disposal of subsidiary | - | (891) | - | - | (891) | - | (891) |
Total comprehensive loss for the year (net of tax) | - | (1,030) | - | (13,185) | (14,215) | - | (14,215) |
Derecognition of Non-Controlling Interest on disposal | - | - | - | - | - | (120) | (120) |
Equity settled payments | - | - | 295 | - | 295 | - | - |
Balance at 31 December 2019 | 212,326 | 875 | 4,047 | (176,181) | 41,067 | - | 41,067 |
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| Issued Capital | Foreign Currency Translation Reserve | Equity-settled benefits Reserve | Accumulated Losses | Attributable to owners of the parent | Non controlling Interest | Total |
| $`000 | $`000 | $`000 | $`000 | $`000 | $`000 | $`000 |
Balance at 1 January 2018 | 180,352 | (4,403) | 3,337 | (143,128) | 36,158 | 127 | 36,285 |
Loss for the period | - | - | - | (19,863) | (19,863) | 116 | (19,747) |
Exchange differences arising on translationof foreign operations | - | 6,308 | - | - | 6,308 | - | 6,308 |
Total comprehensive income/(loss) for the period | - | 6,308 | - | (19,867) | (13,355) | 116 | (13,439) |
Issue of new shares, net of share issue costs | 31,974 | - | - | - | 31,974 | - | 31,974 |
Payment of dividends | - | - | - | - | - | (123) | (123) |
Equity settled payments | - | - | 415 | - | 411 | - | 411 |
Balance at 31 December 2018 | 212,326 | 1,905 | 3,752 | (162,995) | 54,988 | 120 | 55,108 |
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6. Consolidated statement of cash flows
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| Year ended31 Dec 2019 | Year ended31 Dec 2018 |
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| $`000 | $`000 |
Cash Flows from Operating Activities |
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Cash receipts from customers |
| 7,198 | 13,046 |
Cash payments to suppliers and employees |
| (11,659) | (23,567) |
Refund of research & development tax credits |
| - | 764 |
Interest and other costs of finance paid |
| - | (277) |
Income tax (paid) / refund |
| (1,316) | 96 |
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Net cash used in operating activities |
| (5,777) | (9,938) |
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Cash Flows from Investing Activities |
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Investment in HomeSend joint venture Company |
| (6,479) | (3,506) |
Proceeds from disposal of PPE |
| (78) | - |
Payment for property, plant and equipment |
| - | (247) |
Cash flow from disposal of subsidiaries, net of cash disposed |
| 1,485 | - |
Advances to Homesend joint venture company |
| (4,239) | - |
Software development costs |
| (1,369) | (2,180) |
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Net cash used in investing activities |
| (10,680) | (5,933) |
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Cash Flows from Financing Activities |
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Payment of dividends to minority shareholder in subsidiary |
| - | (124) |
Proceeds from issues of shares |
| - | 33,440 |
Payment for share issue costs |
| - | (1,466) |
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Net cash from financing activities |
| - | 31,850 |
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Net (decrease)/increase in Cash and Cash Equivalents |
| (16,459) | 15,979 |
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Cash at The Beginning of the Year |
| 27,451 | 10,801 |
Effects of rate changes on the balance of cash held in foreign currencies | 644 | 671 | |
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Cash and Cash Equivalents at The End of the Year |
| 11,636 | 27,451 |
7. Discontinued operations
The Group signed a share purchase agreement on 4 June 2019 to sell its core operating business, eServGlobal Holdings SAS and its controlled entities, to Seamless Distribution Systems. This agreement was conditional upon shareholder approval to be sought at an EGM. On 25 July 2019, the Group completed the sale of the core business following the EGM held on 22 July 2019. Total cash consideration of €2m ($3.2 million) prior to any costs to sell was received by the Company on the completion date.
8. Investment in associate
Details of the material investment in associate at the end of the reporting period are as follows:
Name of associate | Principal activity | Place of incorporation and principal place of business | Proportion of ownership interest and voting rights held by the Group | |
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| 31 December 2019 | 31 December 2018 |
HomeSend SCRL(i) | Provision of international mobile money services | Brussels, Belgium | 35.68% | 35.68% |
(i) HomeSend SCRL was formed on 3 April 2014. The directors have determined that the Group exercises significant influence over HomeSend SCRL by virtue of its 35.68 % voting power in shareholders meetings and its contractual right to appoint two out of six directors to the board of directors of that company. The associate is accounted for using the equity method.
(ii) Reconciliation of the carrying amount of the investment in associate:
| 31 Dec 2019 | 31 Dec 2018 |
| $`000 | $`000 |
Opening balance | 25,791 | 26,319 |
Investment in associate | 6,479 | 3,506 |
Share of current period loss of the associate | (6,596) | (6,232) |
Effects of foreign currency exchange movements | (212) | 2,198 |
Closing balance | 25,462 | 25,791 |
9. Other financial assets
Amounts receivable from associate
During the year, the Company entered into a loan facility agreement with HomeSend SCRL for the sole permitted purpose of funding the pre- payment timing gaps in HomeSend's settlement model (the "Facility"). Mastercard has entered into a similar loan facility agreement with HomeSend SCRL. The Facility is for a total of $31.16 million (€20 million) between the Company and Mastercard with the Company providing approximately $11.57 million (€7.1 million) in proportion to its shareholding in HomeSend SCRL.
The Facility is a revolving credit line providing HomeSend the ability to draw and re-draw the funds as required, with an obligation to return amounts drawn if not required, based on HomeSend's forecasts. The Facility is unsecured and interest is payable quarterly at 1.916% per annum on the amount drawn. There is no establishment or commitment fee. The facility expires on 31 March 2020.
The first drawdown request from HomeSend SCRL under the loan facility was announced on 19 May 2019. As at balance date, the company has provided its proportionate share in total drawdowns with Mastercard amounting to $4.2 million.
10. Net Tangible Assets per security
31 December 2019
| 31 December 2018 | |
Net tangible assets per security | 3.4 cents | 4.3 cents |
11. Dividends
| Amount | Amount per security | Franked amount per security at 30% tax | Amount per security of foreign source dividend | Date paid/ payable |
Interim dividend: Current year |
Nil |
N/A |
N/A |
N/A |
N/A |
Previous year |
Nil |
N/A |
N/A |
N/A |
N/A |
Final dividend: Current year |
Nil |
N/A |
N/A |
N/A |
N/A |
Previous year |
Nil |
N/A |
N/A |
N/A |
N/A |
There are no Dividend Reinvestment Plans.
12. Control gained over entities
N/A
12.1 Loss of control over entities
During the year, the company sold its core business, eServGlobal Holdings SAS and its controlled entities, to Seamless Distribution Systems. The sale was completed on 25 July 2019 for a total cash consideration of $3.2m prior to any costs to sell.
13. Subsequent Events
There has not been any matter or circumstance that has arisen since the end of the financial year that has significantly affected, or may significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.
14. Commentary on Results for the Period
Refer to the explanation of results in Section 2.
15. Accounts
This report is based on accounts which are in the process of being audited.
Director
Print name: John Conoley Date: 28 February 2020
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